Brett D. Fulk
About Brett D. Fulk
Brett D. Fulk is Executive Vice President/Chief Strategy Officer of ACNB Bank, serving since 2022; he was 56 years old as of March 13, 2025 . Prior to ACNB, he served as President & Chief Executive Officer of Riverview Financial Corporation (2015–2021), bringing CEO-level community banking experience to ACNB’s strategy function . ACNB’s incentive framework for NEOs (including Fulk) emphasizes pay-for-performance via Net Income, Loan Growth, ROAE, Strategic Initiatives, and individual/departmental goals, with clawback provisions and anti-hedging/pledging policies to align with shareholders . Company performance during his tenure includes steady net income and ROAE, strong say-on-pay support, and strategic scale-up via the Traditions Bancorp acquisition closed February 1, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Riverview Financial Corporation | President & Chief Executive Officer | 2015–2021 | Led the company as CEO prior to joining ACNB |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $315,000 | $321,300 | Annual base approved by Board/Comp Committee |
| Cash Bonus/Incentive ($) | — | $121,054 | Cash incentive paid in 2024 (for 2023 performance) |
| Stock Awards (Grant-date FV, $) | — | $126,000 | Restricted stock award granted 3/15/2024 |
| Max Cash Incentive Opportunity (% salary) | — | 45% (for 2023 plan paying in 2024) | Applies to non-CEO NEOs |
| Clawback Policy | — | In effect | Applies to Plan awards |
Performance Compensation
2023 Plan that paid in 2024 – Cash Incentive (Fulk and other non-CEO NEOs)
| Metric | Weight | 2023 Threshold | 2023 Target | 2023 Maximum | 2023 Result |
|---|---|---|---|---|---|
| Adjusted Net Income (ACNB Corp) | 52.5% | $26.2m | $29.1m | $36.5m | $31.68m GAAP; $35.16m non-GAAP |
| Loan Growth (ACNB Bank) | 22.5% | 3.45% | 3.83% | 4.25% | 5.70% |
| Individual/Departmental Goals | 25.0% | Various | Various | Various | Various |
Notes:
- Plan used ratable, straight-line interpolation between threshold/target/maximum; no payout below threshold .
- Committee adjusted 2023 performance for a one-time after-tax securities loss tied to an investment portfolio repositioning, to better reflect underlying performance (Adjusted Net Income and Adjusted ROAE used as appropriate) .
2023 Plan that paid in 2024 – Equity Incentive (Restricted Stock)
| Metric | Weight | Threshold | Target | Maximum | 2023 Result |
|---|---|---|---|---|---|
| Adjusted ROAE (ACNB Corp) | 50% | 10.36% | 11.52% | 12.67% | 12.23% GAAP; 13.57% non-GAAP |
| Execution on Strategic Initiatives | 50% | 1 | 2 | 3 | 2 |
Vesting mechanics for 2024 restricted shares (granted March 15, 2024): one-third vested on grant; one-third on January 1, 2025; one-third on January 1, 2026 .
Fulk’s 2024 Grant & Vesting
| Grant Date | Shares Granted | Grant-date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| March 15, 2024 | 3,571.428571 | $126,000 | 1/3 immediate (2024); 1/3 on 1/1/2025; 1/3 on 1/1/2026 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (12/31/2024) | 3,574 shares; <1% of outstanding |
| Unvested Restricted Shares (12/31/2024) | 2,380.952381 shares; $94,417 market value at $39.655/share |
| Scheduled Vesting of Unvested | 1,190.476190 shares vested 1/1/2025; 1,190.476190 shares vest 1/1/2026 |
| Anti‑Hedging / Anti‑Pledging Policy | Directors and executive officers prohibited from hedging and from holding/pledging in margin accounts |
| Insider Trading Policy | Policy in place governing trading windows and compliance |
Employment Terms
| Provision | Terms |
|---|---|
| Role | EVP/Chief Strategy Officer, ACNB Bank (2022–Present) |
| Employment Agreement | 3-year initial term; automatically extends 1 year at each anniversary unless notice 180 days prior |
| Good Reason (no CIC) | Severance equals remaining base salary subject to floor/ceiling: not less than 2.0x and not more than 2.99x compensation and benefits for 2 years |
| Change‑in‑Control (CIC) | If terminated under certain circumstances following a CIC, lump sum equals remaining base salary subject to 2.0x–2.99x parameters and continued benefits for 2 years |
| Non‑Compete/Non‑Solicit | Restrictions included in employment agreements; SERP includes non‑compete within 50 miles with duration tied to timing of separation/benefits |
| Clawback | Incentive awards subject to clawback and Excess Incentive Compensation Recovery Policy |
| Tax Gross‑ups | Limited gross‑up language disclosed for certain other NEOs (Helt, Weber, Seibel, Laub); none specified for Fulk |
Potential Payments (Quantified Scenarios, assuming event on 12/31/2024)
| Scenario | Severance Under Employment Agreement | Health & Welfare Benefits | Restricted Stock Vesting | SERP (Annual/Lump Sum) | Accrued Leave |
|---|---|---|---|---|---|
| Involuntary Not For Cause | $26,634 (paid monthly for remaining employment period; 32 months) | $22,578 | $94,417 | $20,009 annual (greater of 180 months or life) | $2,780 |
| Voluntary For Good Reason | $25,122 per month | — | $94,417 | $20,009 annual | $2,780 |
| Change in Control | $803,911 lump sum | $33,866 | $94,417 | $157,000 (CIC treatment) | $2,780 |
Deferred Compensation & Retirement
| Item | Detail |
|---|---|
| Deferred Compensation Agreement | Fulk elected to participate; defers salary/bonus per annual election |
| 2024 Executive Contributions | $421,718 |
| 2024 Aggregate Earnings | $32,791 |
| Aggregate Balance at 12/31/2024 | $853,993 |
| Defined Benefit Pension | Not eligible (hired after March 31, 2012) |
| Supplemental Executive Retirement Plan (SERP) | Benefits accrue; pay period is ≥180 months or life; subject to non‑compete; CIC protections as disclosed |
Performance & Track Record
Company performance context (company-wide; not solely attributable to any individual):
- 2024 highlights: Net income $31.8m; ROAE 10.94%; loan growth 3.4%; dividends increased by $0.12/share to $1.26; ~$2.0m merger expenses tied to the Traditions Bancorp acquisition (announced July 2024; closed Feb 1, 2025) .
- Say‑on‑Pay approval (2024 vote): 89.15% “For” .
TSR, Net Income, ROAE (Pay‑versus‑Performance disclosure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Value of $100 Investment (TSR) | $129.70 | $170.08 | $197.72 | $181.84 |
| Net Income ($ thousands) | $27,834 | $35,752 | $31,688 | $31,846 |
| Return on Average Equity | 10.52% | 14.35% | 12.23% | 10.94% |
Compensation Structure Analysis
- Cash vs equity mix: In 2024, Fulk received $121,054 cash bonus and $126,000 in restricted stock; base salary was $319,604 paid, reflecting a balanced mix with meaningful at‑risk pay .
- Shift to RS over options: Company notes recent practice is to grant most equity as restricted stock; 2024 awards followed this structure with 3‑tranche vesting .
- Performance metrics: Cash awards (for 2023 performance) weighted to Adjusted Net Income (52.5%) and Loan Growth (22.5%) plus individual goals (25%); equity awards based 50/50 on Adjusted ROAE and Strategic Initiatives .
- Clawback and risk mitigation: Plan incorporates clawbacks; Compensation Committee assessed plans as not encouraging excessive risk-taking .
Equity Ownership & Alignment Considerations
- Skin‑in‑the‑game: 3,574 shares beneficially owned (<1%); unvested 2,380.952381 RS with $94,417 value as of 12/31/2024; remaining 1,190.476190 shares vest on 1/1/2026 .
- Pledging/Hedging: Prohibited for directors/executives, reducing misalignment risks from collateralized borrowing or hedging .
- Trading windows: Annual vesting date of January 1 may concentrate potential selling windows (subject to Insider Trading Policy and blackout windows) .
Employment Terms (Levers, Retention & CIC)
- Retention economics: Good Reason severance floors/ceilings (2.0x–2.99x) plus SERP benefits provide meaningful retention value .
- CIC structure: Requires termination under certain circumstances following a change in control (i.e., not single trigger); quantified CIC lump sum for Fulk totals $803,911, with additional health/benefits continuity and equity/retirement treatments .
- Non‑compete/non‑solicit: Contractual protections; SERP adds 50‑mile non‑compete and duration conditions tied to timing of separation/benefit commencement .
Investment Implications
- Alignment and risk: Incentives tied to earnings, growth, and ROAE with clawback and anti‑hedging/pledging policies indicate shareholder alignment and lower governance risk; say‑on‑pay support (89.15%) reduces near‑term compensation overhang .
- Retention outlook: Robust severance/CIC protections and SERP benefits reduce departure risk; however, significant deferred comp elections and predictable RS vesting (next major vest on 1/1/2026) can create episodic liquidity/supply as shares vest (still subject to trading policy) .
- Performance sensitivity: Cash/RS awards are sensitive to Net Income, Loan Growth, ROAE, and Strategic Initiatives; deviations in these drivers (e.g., credit quality, NIM, integration execution post‑Traditions) should translate into incentive variability for Fulk, signaling management confidence when metrics are met or exceeded .
- Integration/execution lens: The 2025 integration of Traditions Bancorp is a key execution lever; governance disclosures and incentive constructs suggest focus on profitable growth and ROAE preservation during integration .